PAINE WEBBER GROUP INC
8-K, 2000-07-17
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported) July 12, 2000



              -----------------------------------------------------


                             PAINE WEBBER GROUP INC.

              -----------------------------------------------------


             (Exact name of registrant as specified in its charter)


            DELAWARE                       1-7367                13-2760086
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
         incorporation)                                      Identification No.)


                 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
                  (Address of principal executive offices) (Zip Code)

                                     (212) 713-2000
                  (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)



<PAGE>   2
Item 5.           Other Events.

         On July 12, 2000, Paine Webber Group Inc., UBS AG and Neptune Merger
Subsidiary, Inc., a wholly owned subsidiary of UBS AG, entered into an Agreement
and Plan of Merger (the "Merger Agreement").

         Attached hereto, and incorporated herein by reference in its entirety,
as Exhibit 99.1 is a copy of the Merger Agreement.


Item 7.           Exhibits.

Exhibit
  No.                              Description

99.1     Agreement and Plan of Merger, dated as of July 12, 2000, by and
         among Paine Webber Group Inc., UBS AG and Neptune Merger Subsidiary,
         Inc.

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                                                                               3

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                              PAINE WEBBER GROUP INC.


                                                By
                                                           /s/ F. Daniel Corkery
                                                      Name:  F. Daniel Corkery
                                                      Title:    Vice President



Date: July 17, 2000
<PAGE>   4
                                                                               4

                                INDEX TO EXHIBITS


Exhibit
  No.                                 Description

99.1     Agreement and Plan of Merger, dated as of July 12, 2000, by and
         among Paine Webber Group Inc., UBS AG and Neptune Merger Subsidiary,
         Inc.


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